ex103.htm


    Exhibit
10.3

    


    EMPLOYMENT
AGREEMENT

     

    THIS EMPLOYMENT AGREEMENT is
made effective as of the 26th day of June, 2008 (the “Effective
Date”).

     

    AMONG:

     

    MAX ENGINEERING LLC, a company
formed pursuant to the laws of the State of Texas and having an office for
business located at 9000 SW Freeway, Suite 410, Houston, TX 77074 ("Employer")
and wholly owned subsidiary of WPCS INTERNATIONAL
INCORPORATED, a corporation formed pursuant to the laws of the State of
Delaware (“Parent”);

     

    AND

     

    Matthew Cumberworth, an
individual having an address at 3872 26th Avenue,
Moline, Illinois 61265. (“Employee”)

     

     

    WHEREAS, Employee has agreed
to serve as an Employee of Employer, and Employer has agreed to hire Employee as
such, pursuant to the terms and conditions of this Employment Agreement (the
“Agreement”).

     

    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Employee and Employer hereby agree as follows:

     

    ARTICLE
1

    EMPLOYMENT

     

    Employer
hereby employs Employee as Senior Vice President, and Employee hereby affirms
and accepts such employment by Employer for the “Term” (as defined in Article 3
below), upon the terms and conditions set forth herein.

     

    ARTICLE
2

    DUTIES

     

    During
the Term, Employee shall serve Employer faithfully, diligently and to the best
of his ability, under the direction and supervision of the President and Board
of Directors of Employer and shall use his best efforts to promote the interests
and goodwill of Employer and any affiliates, successors, assigns, subsidiaries,
and/or future purchasers of Employer. Employee shall render such services during
the Term from the assigned Moline, Illinois location above, and shall devote his
time accordingly.   A job description for Employee is attached
hereto as Exhibit
A.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
3

    TERM

     

    The
“Term” of this Agreement shall commence on the Effective Date and continue
thereafter for a term of two (2) years, as may be extended or earlier terminated
pursuant to the terms and conditions of this Agreement.

     

    ARTICLE
4

    COMPENSATION

    Salary

     

    4.1

    Employer
shall pay to Employee an annual salary (the “Salary”) of One Hundred and Two
Thousand Dollars ($102,000.00), payable in equal installments at the end of such
regular payroll accounting periods as are established by Employer, or in such
other installments upon which the parties hereto shall mutually agree, and in
accordance with Employer’s usual payroll procedures, but no less frequently than
monthly.   If this Agreement is extended for additional periods,
salary increases will be determined by the Employer’s Board of
Directors.

     

    Benefits

     

    4.2

    During
the Term, Employee shall be entitled to participate in all medical and other
employee benefit plans, including vacation, sick leave, retirement accounts and
other employee benefits provided by Employer to similarly situated employees on
terms and conditions no less favorable than those offered to such employees.
Such participation shall be subject to the terms of the applicable plan
documents, Employer’s generally applicable policies, and the discretion of the
Board of Directors or any administrative or other committee provided for in, or
contemplated by, such plan.

     

    Expense
Reimbursement

     

    4.3

    Employer
shall reimburse Employee for reasonable and necessary expenses incurred by him
on behalf of Employer in the performance of his duties hereunder during the Term
in accordance with Employer's then customary policies, provided that such
expenses are adequately documented.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Bonus

     

    4.

    In
addition to the Salary, Employee shall be eligible to receive bonuses, based on
the financial performance of the Employer, at the discretion of the Board of
Directors of the Employer or Parent (“Discretionary Bonus”).  In
addition to the Discretionary Bonus, Employer recognizes that Employee brings
certain business relationships with his employment, and Employer wishes to
encourage Employee to continue to develop those relationships.  To
further this goal, Employer agrees to the following bonuses:

    


    
      	
              (a)  

            	
              Finder’s Fee
      Bonus.  Employee brings with his employment a
      relationship with BP North America, Inc. and its affiliates and
      subsidiaries, including Hillcrest Wind Energy, LLC, and Coldbrook Wind
      Energy, LLC (collectively and individually the
      “Client”).  Employer recognizes that each contract it enters
      into with Client will be due in part to Employee’s past, current, and
      future efforts, so for each contract between Employer, its Parent, or
      Parent’s or any of its Principle’s subsidiaries or affiliates and Client
      (individually the “Contract”, collectively the “Contracts”), Employee will
      receive a bonus equal to $250 for every $100,000 of Contract price (the
      “Finder’s Fee Bonus”).  The Finder’s Fee Bonus will become due
      on the date the Contract is entered into. The Contract will be “entered
      into” upon execution of the Contract with the
      client.  Notwithstanding the foregoing, the Contract amount
      shall be subsequently reduced, Employee shall be obligated to repay excess
      amounts paid to him within 30 days of payment to him.  Any
      increase in the Contract amount shall likewise result in an additional
      payment due to Employee, to be paid as set forth below.  The
      Employer’s obligation for payment of the Finder’s Fee Bonus will survive
      any cessation in employment by Employee in the Employer for any reason
      other than termination for Cause, including death, for the period of two
      years following the execution of this Agreement, unless extended as
      provided herein, and shall be payable with respect to all Contracts
      entered into with the Client during that
period.

            


    

    


    
      	
              (b)  

            	
               Gross Profits
      Bonus.  At the time Employer, Parent, or Parent’s
      affiliates or subsidiaries receive payment for the Contract, Employee will
      receive a bonus of five-percent of the gross profits from the Contract
      (the “Gross Profits Bonus”).  “Gross profits” shall be
      calculated by the sales price minus the cost of goods sold.  The
      “cost” shall not include any deductions for operating expenses or income
      tax.  The Gross Profits Bonus will be paid  following
      conclusion of the Contract including final accounting for the gross
      profits on Contract  and Employer, Parent, or Parent’s
      affiliates or subsidiaries receiving final payment for the
      Contract.   This Gross Profit’s Bonus will survive any
      termination by Employee of the Employer except for termination for
      Cause.  The Employer’s obligation for payment of the Gross
      Profits Bonus will survive any cessation in employment by Employee in the
      Employer for any reason other than for Cause, including death, for the
      period of two years following the execution of this Agreement, unless
      extended as provided herein, and shall be payable with respect to all
      Contracts entered into with the Client during that
  period.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    If the
Employee is paid a lump sum by the Client to agree not to pursue the performance
of services related to the designated Contract ( the “Buy Out”), the Employer,
Parent, or Parent’s affiliates or subsidiaries will be reimbursed for the direct
costs related to the bidding, proposing or pursuing the Contract.  Any
Buy Out remaining after reimbursements to the Employer, Parent, or Parent’s
affiliates or subsidiaries  will be shared equally between the
Employee and Employer, Parent, or Parent’s affiliates or
subsidiaries.

    


    Employee’s
rights to the Finder’s Fee Bonus and Gross Profits Bonus shall vest upon
execution of this Agreement.

    


    ARTICLE
5

    OTHER
EMPLOYMENT

     

    During
the Term of this Agreement, Employee shall devote the necessary time and effort,
attention, knowledge, and skill to the management, supervision and direction of
Employer’s business and affairs as Employee’s highest professional priority.
Except as provided below, Employer shall be entitled to all benefits, profits or
other issues arising from or incidental to all work, services and advice
performed or provided by Employee. Provided that the activities listed below do
not materially interfere with the duties and responsibilities under this
Agreement, nothing in this Agreement shall preclude Employee from devoting
reasonable periods required for:

     

    
      	
               
      

            	
              (a)

            	
              Serving
      as a member, shareholder, director, or employee of any organization
      involving no conflict of interest with
  Employer;;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Serving
      as a consultant in his area of expertise to government, commercial and
      academic panels where it does not conflict with the interests of Employer;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Managing
      his personal investments or engaging in any other non-competing
      business.

            


    

     

    ARTICLE
6

    CONFIDENTIAL
INFORMATION/INVENTIONS

     

    Confidential
Information

     

    6.1

    Employee
shall not, in any manner, for any reasons, either directly or indirectly,
divulge or communicate to any person, firm or corporation, any confidential
information concerning any matters not generally known or otherwise made public
by Employer which affects or relates to Employer’s business, finances, marketing
and/or operations, research, development, inventions, products, designs, plans,
procedures, or other data (collectively, “Confidential Information”) except in
the ordinary course of business or as required by applicable law. Without regard
to whether any item of Confidential Information is deemed or considered
confidential, material, or important, the parties hereto stipulate that as
between them, to the extent such item is not generally known, such item is
important, material, and confidential and affects the successful conduct of
Employer’s business and goodwill, and that any breach of the terms of this
Section 6.1 shall be a material and incurable breach of this Agreement.
Confidential Information shall not include (i) information in the public domain
at the time of the disclosure of such information by Employee, (ii) information
that is disclosed by Employee with the prior consent of Employer, or (iii) in
connection with a legal or governmental proceeding provided that Employee has
delivered prior written notice thereof to Employer and has reasonably cooperated
(at Employer’s expense) with any efforts by Employer to prevent such
disclosure.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Documents

     

    6.2

    Employee
further agrees that all documents and materials furnished to Employee by
Employer and relating to the Employer’s business or prospective business are and
shall remain the exclusive property of Employer. Employee shall deliver all such
documents and materials, not copied, to Employer upon demand therefore and in
any event upon expiration or earlier termination of this Agreement. Any payment
of sums due and owing to Employee by Employer upon such expiration or earlier
termination shall be conditioned upon returning all such documents and
materials, and Employee expressly authorizes Employer to withhold any payments
due and owing pending return of such documents and materials.

     

    Inventions

     

    6.3

    All
ideas, inventions, and other developments or improvements conceived or reduced
to practice by Employee, alone or with others, during the Term of this Agreement
which relate to the business then conducted by the Employer, whether or not
during working hours, that are within the scope of the business of Employer or
that relate to or result from any of Employer’s work or projects or the services
provided by Employee to Employer pursuant to this Agreement, shall be the
exclusive property of Employer. Employee agrees to assist Employer, at
Employer’s expense, to obtain patents and copyrights on any such ideas,
inventions, writings, and other developments, and agrees to execute all
documents necessary to obtain such patents and copyrights in the name of
Employer.

     

    Disclosure

     

    6.4

    During
the Term, Employee will promptly disclose to the Board of Directors of Employer
full information concerning any interest, direct or indirect, of Employee (as
owner, shareholder, partner, lender or other investor, director, officer,
employee, consultant or otherwise) or any member of his immediate family in any
business that is actually known to Employee to purchase or otherwise obtain
services or products from, or to sell or otherwise provide services or products
to, Employer or to any of its suppliers or customers.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE
7

    COVENANT
NOT TO COMPETE

     

    Except as
expressly permitted in Article 5 above, during the Term of this Agreement, (a)
Employee shall not engage, directly or indirectly, in any business or activity
competitive to any business or activity engaged in, or proposed to be engaged
in, by Employer or (b) soliciting or taking away or interfering with any
contractual relationship of any employee, agent, representative, contractor,
supplier, vendor, customer, franchisee, lender or investor of Employer, or
using, for the benefit of any person or entity other than Employer, any
Confidential Information of Employer. The foregoing covenant prohibiting
competitive activities shall survive the termination of this Agreement and shall
extend, and shall remain enforceable against Employee, with respect to any
business or activity that Employer is engaging in as of the termination date of
this Agreement and the territory for such business or activity, for the period
of one (1) year following the date this Agreement is terminated. In addition,
during the two-year period following such expiration or earlier termination,
neither Employee nor Employer or Parent shall make or, to the extent within its
control, permit the making of any negative statement of any kind concerning
Employer or its affiliates, or their directors, officers or agents or Employee,
except in connection with any legal or governmental proceedings or actions.
Nothing in this Article 7 shall be deemed, however, to prevent Employee from
owning securities of any publicly-owned corporation engaged in any such
business, provided that the total amount of securities of each class owned by
Employee in such publicly-owned corporation (other than Parent) does not exceed
two percent (2%) of the outstanding securities of such class.  If
Employee resigns for Good Reason or if Employer terminates Employee without
Cause, then this Article 7 shall have no force or effect.

     

    ARTICLE
8

    SURVIVAL

     

    Employee
agrees that the provisions of Articles 6, 7 and 9, and Employer agrees that the
last sentence of Articles 4(a), 4(b), and 7, shall survive expiration or earlier
termination of this Agreement for any reasons, whether voluntary or involuntary,
with or without cause, and shall remain in full force and effect
thereafter.  Notwithstanding the foregoing, if this Agreement is
terminated upon the dissolution of Employer, the filing of a petition in
bankruptcy by Employer or upon an assignment for the benefit of creditors of the
assets of Employer, Articles 6, 7 and 9 shall be of no further force or
effect.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    ARTICLE
9

    INJUNCTIVE
RELIEF

     

    Employee
acknowledges and agrees that the covenants and obligations of Employee set forth
in Articles 6 and 7 with respect to non-competition, non-solicitation,
confidentiality and Employer’s property relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and obligations will cause Employer irreparable injury for which adequate
remedies are not available at law. Therefore, Employee agrees that Employer
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Employee from
committing any violation of the covenants and obligations referred to in this
Article 9. These injunctive remedies are cumulative and in addition to any other
rights and remedies Employer may have at law or in equity.

     

    ARTICLE
10

    TERMINATION

     

    Termination
by Employee

     

    10.1

    Employee
may terminate this Agreement for Good Reason at any time upon 30 days’ written
notice to Employer, provided the Good Reason has not been cured within such
period of time.  If Employee terminates this Agreement for Good
Reason, then Article 7 shall have no force or effect.

     

    Good
Reason

     

    10.2

    In this
Agreement, “Good Reason” means, without Employee’s prior written consent, the
occurrence of any of the following events, unless Employer shall have fully
cured all grounds for such termination within thirty (30) days after Employee
gives notice thereof:

          

    
      	 	(i)  	any
      reduction in his then-current Salary;
	 	 	 
	
               
      

            	
              (ii)

            	
              any
      material failure to timely grant, or timely honor, any equity or long-term
      incentive award;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              failure
      to pay or provide required compensation and
  benefits;

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (iv)

            	
              any
      material diminution in his title or duties or the assignment to him of
      duties not customarily associated with Employee’s position as Senior Vice
      President of Employer;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      relocation of Employee’s office as assigned to him by Employer, to a
      location more than 25 miles from the assigned
  location;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      failure of Employer to obtain the assumption in writing of its obligation
      to perform the Employment Agreement by any successor to all or
      substantially all of the assets of Employer or upon a merger,
      consolidation, sale or similar transaction of Employer
  or;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      voluntary or involuntary dissolution of Employer, the filing of a petition
      in bankruptcy by Employer or upon an assignment for the benefit of
      creditors of the assets of
Employer.

            


    

     

    The
written notice given hereunder by Employee to Employer shall specify in
reasonable detail the cause for termination, and such termination notice shall
not be effective until thirty (30) days after Employer’s receipt of such notice,
during which time Employer shall have the right to respond to Employee’s notice
and cure the breach or other event giving rise to the termination.

     

    Termination
by Employer

     

    10.3

    Employer
may terminate its employment of Employee under this Agreement for cause at any
time by written notice to Employee. For purposes of this Agreement, the term
“cause” for termination by Employer shall be (a) a conviction of or plea of
guilty or nolo contendere
by Employee to a felony, or any crime involving fraud or embezzlement;
(b) the refusal by Employee to perform his material duties and obligations
hereunder; (c) Employee’s willful and intentional misconduct in the performance
of his material duties and obligations; or (d) if Employee or any member of his
family makes any personal profit arising out of or in connection with a
transaction to which Employer is a party or with which it is associated without
making disclosure to and obtaining the prior written consent of Employer. The
written notice given hereunder by Employer to Employee shall specify in
reasonable detail the cause for termination. In the case of a termination for
the causes described in (a) and (d) above, such termination shall be effective
upon receipt of the written notice. In the case of the causes described in (b)
and (c) above, such termination notice shall not be effective until thirty (30)
days after Employee’s receipt of such notice, during which time Employee shall
have the right to respond to Employer’s notice and cure the breach or other
event giving rise to the termination.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Severance

     

    10.4

    Upon a
termination of this Agreement without Good Reason by Employee or with cause by
Employer, Employer shall pay to Employee all accrued and unpaid compensation and
expense reimbursement as of the date of such termination, subject to the
provision of Section 6.2. Upon a termination of this Agreement with Good Reason
by Employee or without cause by Employer, Employer shall pay to Employee all
accrued and unpaid compensation and expense reimbursement as of the date of such
termination, including any pro-rated bonus, and the “Severance
Payment.”  The Severance Payment shall be payable in a lump sum,
subject to Employer’s statutory and customary withholdings.  If the
termination of Employee hereunder is by Employee with Good Reason, the Severance
Payment shall be paid by Employer within five (5) business days of the
expiration of any applicable cure period. If the termination of Employee
hereunder is by Employer without cause, the Severance Payment shall be paid by
Employer within five (5) business days of termination.  The “Severance
Payment” shall equal the amount of the Salary payable to Employee under Section
4.1 of this Agreement from the date of such termination until the end of the
Term of this Agreement (prorated for any partial month).

     

    Termination
Upon Death

     

    10.5

    If
Employee dies during the Term of this Agreement, this Agreement shall terminate,
except that Employee’s legal representatives shall be entitled to receive any
earned but unpaid compensation or expense reimbursement, including any pro-rated
bonus, due hereunder through the date of death.

     

    Termination
Upon Disability

     

    10.6

    If,
during the Term of this Agreement, Employee suffers and continues to suffer from
a “Disability” (as defined below), then Employer may terminate this Agreement by
delivering to Employee thirty (30) calendar days’ prior written notice of
termination based on such Disability, setting forth with specificity the nature
of such Disability and the determination of Disability by Employer. For the
purposes of this Agreement, “Disability” means Employee’s inability, with
reasonable accommodation, to substantially perform Employee’s duties, services
and obligations under this Agreement due to physical or mental illness or other
disability for a continuous, uninterrupted period of sixty (60) calendar days or
ninety (90) days during any twelve month period.    Upon any
such termination for Disability, Employee shall be entitled to receive any
earned but unpaid compensation or expense reimbursement, including any pro-rated
bonus, due hereunder through the date of termination.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ARTICLE
11

    PERSONNEL
POLICIES, CONDITIONS, AND BENEFITS

     

    Except as
otherwise provided herein, Employee’s employment shall be subject to the
personnel policies and benefit plans which apply generally to Employer’s
employees as the same may be interpreted, adopted, revised or deleted from time
to time, during the Term of this Agreement, by Employer in its sole discretion.
During the Term hereof, Employee shall be entitled to vacation during each year
of the Term at the rate of three (3) weeks per year, in addition to five (5)
personal days. Employee shall take such vacation and personal days at a time
approved in advance by Employer, which approval will not be unreasonably
withheld but will take into account the staffing requirements of Employer and
the need for the timely performance of Employee's responsibilities.

     

     

    ARTICLE
12

    BENEFICIARIES
OF AGREEMENT

     

    This
Agreement shall inure to the benefit of Employer and any affiliates, successors,
assigns, parent corporations, subsidiaries, and/or purchasers of Employer as
they now or shall exist while this Agreement is in effect.

     

    ARTICLE
13

    GENERAL
PROVISIONS

     

    No
Waiver

     

    13.1

    No
failure by either party to declare a default based on any breach by the other
party of any obligation under this Agreement, nor failure of such party to act
quickly with regard thereto, shall be considered to be a waiver of any such
obligation, or of any future breach.

     

    Modification

     

    13.2

    No waiver
or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the
parties to be charged therewith.

     

    Choice
of Law/Jurisdiction

     

    13.3

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to any conflict-of-laws principles. Employer and
Employee hereby consent to personal jurisdiction before all courts in the State
of Texas, and hereby acknowledge and agree that Texas is and shall be the most
proper forum to bring a complaint before a court of law.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Entire
Agreement

     

    13.4

    This
Agreement embodies the whole agreement between the parties hereto regarding the
subject matter hereof and there are no inducements, promises, terms, conditions,
or obligations made or entered into by Employer or Employee other than contained
herein.

     

    Severability

     

    13.5

    All
agreements and covenants contained herein are severable, and in the event any of
them, with the exception of those contained in Articles 1 and 4 hereof, shall be
held to be invalid by any competent court, this Agreement shall be interpreted
as if such invalid agreements or covenants were not contained
herein.

     

    Headings

     

    13.6

    The
headings contained herein are for the convenience of reference and are not to be
used in interpreting this Agreement.

     

    Independent
Legal Advice

     

    13.7

    Employer
has obtained legal advice concerning this Agreement and has requested that
Employee obtain independent legal advice with respect to same before executing
this Agreement.  Employee, in executing this Agreement, represents and
warranties to Employer that he has been so advised to obtain independent legal
advice, and that prior to the execution of this Agreement he has so obtained
independent legal advice, or has, in his discretion, knowingly and willingly
elected not to do so.

     

    No
Assignment

     

    13.8

    Employee
may not assign, pledge or encumber his interest in this Agreement nor assign any
of his rights or duties under this Agreement without the prior written consent
of Employer.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Notices

     

    13.9

    All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally, mailed by certified mail,
return receipt requested, or via recognized overnight courier service with all
charges prepaid or billed to the account of the sender to the parties (and shall
also be transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):

     

    
      	
              (a)  

            	
              Company:

            


    

     

    Max
Engineering LLC

    9000 SW
Freeway, Suite 410

    Houston,
TX 77074

    Attn:  Hak-Fong
Ma, President

    Phone:  (713)
773-2525

     

    
      	
              (b)  

            	
              Employee:

            


    

     

    Matthew
Cumberworth

    3872
26th
Avenue

    Moline,
Illinois 61265

    Phone:  (309)
797-5986

     

     

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF the parties
have executed this Employment Agreement effective as of the day and year first
above written.

     

     

    
      
        	Employer:	 	 	 	 	 
	 	 	 	 	 	 
	 	MAX
      ENGINEERING LLC	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By: 

              	
                /s/
      HAK-FONG MA

              	 	 	
                 

              	 
	 	
                Hak-Fong
      Ma

              	 	 	
                 

              	 
	 	
                President

              	 	 	
                 

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Employee:	 	 	 	 	 
	 	 	 	 	 	 
	
                By: 
      

              	/s/
      MATTHEW CUMBERWORTH	 	 	 	 
	 	Matthew
      Cumberworth	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Exhibit
A: Job Description

    


    The
duties of this position include but are not limited to:

    


    
      	
              ·  

            	
              Manage
      daily operations and administration of construction
  crews

            


    

    
      	
              ·  

            	
              Responsible
      for hiring and training of crew
members

            


    

    
      	
              ·  

            	
              Maintain
      customer relations including daily communication and new customer
      development

            


    

    
      	
              ·  

            	
              Responsible
      for bidding and negotiating contract prices and change
    orders

            


    

    
      	
              ·  

            	
              Responsible
      for profitability of projects

            


    

    
      	
              ·  

            	
              Utilize
      knowledge, experience and past customer relations to develop and manage
      opportunities in wind power and related industries including construction,
      consulting, engineering and other professional
  services.

            


    

     

     

     

     

     

     

     

     

     

     

    
14